Member Info for okenia

Me too - it may not have been planned that way, but fortuitously we ended up in a good place. I've added to my position significantly since then and looking forward to the fundraise / transfer to main market admin to be got out of the way so this show can get going!

On the first point - I suspect it was done for a couple of reasons. The fund raise price was set at 2.1p in a fair way - it valued the company post reorg at cash plus ~ 500k for the listing. That left 1.75p roughly gap between the pre-org SP and the post. Stating that CARN was worth 1.75p balanced that, and may have then had beneficial effects on the balance sheet w.r.t. asset valuation. I must admit I took one look at that 1.75p "dividend" and immediately read it as an arbitrary valuation for book balancing books. It may also have been a face-saving exercise as well. There were big investors who have basically taken that asset away with them and allowed themselves to be diluted and someone else take control. Speaking personally I wasn't in the slightest bit interested in getting the CAF shares with the dividend but I did come in post-reorg once the shell was tidy and the valuation was fair. Re PJ: I had the same thought as you when I first heard, but having spoken to various ppl since then it seems it wasn't the plan at all - but the case make by DL was so convincing that PJ and NOR stepped aside and let them have a go instead. I'm very glad Paul and Nick did that, because the team that DL has pulled together is absolutely top drawer. Now let's see what they can deliver!

There's no way someone holding a 10% stake could have sold it on the secondary market for anything like 0.1p. 0.06p is probably about right for an off-market transaction of that size. It's very common for a departing director to then dump their stock. It's very difficult to sell while you are still in post (as you have to declare and it bombs the SP and sentiment) so he may well have wanted to liquidate that position for a while. I wouldn't read too much into this other than an ex-director getting what is probably a fair price for such a large position. The more interesting question is whether NTOG will be just a passive investor of whether this is the start of something more "corporate" ...

The old CAF was a basket case. As part of the transition to being a clean shell, the legacy (more than likely worthless) assets were put into a private vehicle (CARN) and transferred to CAF shareholders as an in specie dividend. That then left a clean shell that had funds squirted into it to re-start it's life. Afaik CARN was never listed (so can't be de-listed, by definition). It was absolutely the right thing to do to dump those assets and start again. If you believed in those assets then you invested before the reorganisation and got the dividend. If you didn't you simply invested post-reorganisation at which point the SP was lower as it had gone ex-divi by a nominal 1.75p. (Although that was more to do with the placing price than anyone actually thinking CARN was worth 1.75p!). This was all a good example of how to clean up a busted company and let it start life afresh. And then the PERE stepped in an took control and here we are today. Game on!

Yes I'd agree with that itisagame. Although all of these things can be waived with a prospectus (e.g. 10% placing limit can be waived if company issues a new prospectus, so I imagine their admission prospectus could include conditional fundraise and warrants). But once on Standard you don't really want to do a prospectus as its a total PITA and costly, so yes once on there we should suffer minimal dilution going forward. That'll be a nice change from AIM!

Key word being "new" Current warrants irrelevant. Warrants issued as part of an AIM fundraise now, before transfer to Standard, irrelevant. Warrants issued after transfer to Standard, absolutely that 20% rule kicks in.

It's part of the same rule that restricts new share issuance on the main market to 10% sans prospectus.

I think there are a lot of potential reasons to move to the standard list - not least because it won't be seen as a spivvy little AIM company (a natural assumption we'd all make and something that is at odds with the calibre of the Board and advisors). There will be some 'proper' investors who simply won't invest on AIM - and we all know why and can appreciate that. Let's see what they have to say as to the reasoning and pressures behind this move to the Standard Segment.

The AIM listing is not being cancelled on 14th June. Trading is being suspended for 6 months. De-listing (being thrown off AIM) only occurs 6 months after that (i.e. Dec 2017). They've basically for from June 15th 2017 to Ddc 14th 2017 to do an RTO or convert to AIM rule 8 (which they have said today they have parked as an option, but could of course still do) *or* in that six month period apply for a transfer on LSE from AIM to Standard Segment. Standard segment is less stringent than AIM (no NOMAD for example) but does have a down-side which is that capital raises of more than 10% of the share capital per annum require a prospectus. That's actually v good for us as it means there won't be a blizzard of confetti once on the Standard List. PERE has been round long enough (as CAF) to pass the various Standard List criteria e.g. 3 years accounts etc. For more details read p18 of: https://www.londonstockexchange.com/home/guide-to-listing.pdf

Lol yes you picked up I'm not that keen! (btw I hold warrants in CGNR, not that they will ever have any value). It's the mcap that has killed it. Their liabilities and cash burn is now just too high in comparison to their mcap and thus how much they can reasonable raise. As you say it's a rock and a hard place. In other situations I'd suggest mounting a shareholder action but with nearly half the shares owned by the board that wouldn't work, and anyway the > €2m accrued salaries and other debts would come back to bite. So even a SULA-style board change isn't going to help. It's catch 22 here and I don't see a way out.

"(Resolution No. 4): ";That the directors of the Company be generally and unconditionally authorised to allot and issue relevant securities (as defined by Section 1021 of the Companies Act, 2014) up to a maximum of the amount of the authorised but as yet unissued share capital of the Company at the close of business on the date of the passing of this resolution" That's from the last AGM so I read that as they can double the shares in issue, which at 10p means a max fundraise of just over £500k.

Although with a 700k mcap I doubt they can get another £1m fundraise away (even if their AGM share issuance authority allows it - I'll check)

Just looking back over last year, CGNR have 31st May as the year end for their accounts and final results. They did a placing May 6th last year (for £1m or so) which will then have allowed the auditors to sign off the accounts without a Going Concern statement. Looking at the Nov 2016 (last available) interims, they had £8k in cash (yes I've not missed a zero or two) and were surviving on unsecured loans from the Prof. With all those things plus the appointment of Beauforts and the timing, I would say it's almost a given cert that they are ringing round already for the fundraise. Looking at the chart and thinking like a typical BF client, they'll be looking for a fundraise at no more than 10p. Their challenge for the next week or two is to keep the SP supported long enough to get this fundraise away at this price, so look out for more "found down the back of the sofa" historical non-news RNSes to fluff the SP!

I have to say it's very naughty to combine both those bits of news into one RNS. Really? Did this new data just miraculously appear on the same day as you appoint a bucket shop broker? Come on. Since appointment of the broker is material news, why wasn't the RNS titled "historical gold lode data and appointment of broker" - missing the reference to the broker is again naughty. Two strikes in one RNS, way to go Prof Conroy!

News that they have a different way to get out of being a Rule 15 cash shell They'll convert to a Aim rule 8 investing company as per the new AIM rules. Very smart move - they basically are allowed to classify the fundraise as an RTO and survive that way. Very smart.

Technically that's an interesting development. As a AIM rule 15 they need to do a RTO or be slung off AIM. It seems that one way to "do an RTO" is to become an AIM investing company (rule 8) under the new more-stringent AIM rules for investing companies. That requires a new InvestCo to raise a minimum of £6m (see AIM note 46 last Jan). It looks like if you're a rule 15 cash shell (CAF) then if you raise £6m then that transaction to becoming an investing company would constitute a RTO under AIM rules and would thus satisfy the AIM rules to stay listed. Interesting, I've not seen that happen yet - but since the new rules have only been in place 12 mo that's perhaps not a surprise. So now it looks like they won't do a RTO of a company as such, but instead will just raise a shed load of cash and kick the can down the road a bit further (an InvestCo gets 12 months to deploy its cash or otherwise it too gets booted off!) Since Beauforts are one of the joint brokers one imagines they'll get a slice of the £6m fundraise or else they'll throw their toys out of the cot.

PJ left and this is a fresh start - it's not even clear to me whether they are interested in any of the assets that PJ et al did DD on. The stated objective is to look for producing assets that are distressed and where they can drop a rescue team in to turn them around. It'll be very different to the more pure exploration play that CAF would otherwise have been. There's also the issue that this strategy will mean they look for problem assets - so they'll have to be careful how they present any acquisitions they make or else we'll all just look at them and think "oh that's a bit pants" Just need to wait and see

I'm here - basically waiting to see what happens. Not a lot to say at the moment, it's just been assembling a team and getting the company name back from a dodgy postie in Splott!

Linsley may not have headed a mining company before, but he has led mining investment companies e.g. Sirius (which he founded). For example: https://www.hedgefundintelligence.com/Article/1774914/Linsleys-Sirius-gets-off-to-a-flying-start.html?ArticleId=1774914 "Linsley's Sirius gets off to a flying start Wed Nov 28, 2007 Ex-Cross Asset Management co-founder targets early-stage mining companies Sirius Investment Management, the Gibraltar-based firm headed by Cross Asset Management cofounder David Linsley and Michael Aron, is enjoying a strong run of performance from its inaugural Sirius Resource Fund - a concentrated equity strategy focusing on pre-IPO and listed mining stocks, primarily in Africa. So far the fund, which launched on 1 April, is up a storming 58% for the year through September, including a 16% gain in August. The firm is managing..." (the rest requires a subscription ) At the moment CAF will be about investing (DL's main role - he is essential a natural resources fund manager by trade), not about operating an asset. That's bang on his expertise.

David Linsley has quite a track record in the natural resource private equity space - his usual day job being to run $100m++ funds such as Sirius and Centurion. A google search for 'centurion resource linsley' brings up quite a bit on his role at CRG, which amongst other things is involved in central asian copper and N American gold. Here's one such example from the private equity news network: http://www.prnewswire.com/news-releases/centurion-resource-group-announces-joint-venture-with-buck-morrow-under-the-moniker-centurion-consolidated-mining-250595721.html Linsley is used to throwing around hundreds of millions of dollars, so I can't for a second imagine he'll want to leave CAF at the £2m level. The attraction of CAF will be the listing, liquidity and market awareness, and the investing policy - i.e. it's a pre-pack all ready to go. I would expect him to start bringing in big money and going for big projects based on a repeat of his track record. This is certainly going to be onto watch with interest and I am looking forward to some interviews with the new CEO to give some steer on his strategy and plans and aspirations. One suspects they will be big.